Additional Covenants of the Shareholders. Each Shareholder agrees to deliver to Buyer within thirty (30) days after the Closing Date: (a) the Closing Balance Sheet and the related unaudited statements of income, shareholders' equity and cash flows for the period then ended prepared in accordance with GAAP (the "Closing Financial Statements"); (b) a certificate executed by each Shareholder certifying that the Closing Financial Statements (i) present fairly the financial condition of the Company as of the Closing Date and the results of operations and changes in financial position of the Company for the periods specified therein, (ii) have been prepared in conformity with GAAP during the period covered thereby and prior periods (except that the Closing Financial Statements do not contain footnotes and are subject to year end adjustments which would not, either individually or in the aggregate, be material), (iii) have been derived from the accounting records of the Company, (iv) represent only actual, bona fide transactions, and (v) are true and correct in all material respects. (c) a certificate executed by each Shareholder certifying that (i) the Company has no liabilities as of the Closing Date other than those liabilities recorded in the Closing Financial Statements; (ii) the method use to recognize profit of the Company in each of the Financial Statements and Closing Financial Statements is consistent; (iii) no customer deposits, whether collected or billed and receivable have been recorded as income in the Financial Statements or the Closing Financial Statements; (iii) income recognized on work in progress as of the dates of each of the Financial Statements and the Closing Financial Statements is not overstated as to the percentage of completion or income earned; (iv) income on "fee based jobs" is recognized in a consistent manner in all periods of each of the Financial Statements and the Closing Financial Statements and fees received but not yet earned are not reflected as earnings and are appropriately reflected as liabilities for unearned income in each of the Financial Statements and the Closing Financial Statements; (v) the estimated costs to complete all jobs of the Company in process are not understated and reflect the Company's best estimate of the total costs to complete all incomplete work of the Company; and (vi) all deposits of the Company to vendors are appropriately accounted for as current assets.
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Additional Covenants of the Shareholders. Each ---------------------------------------- Shareholder agrees to deliver to Buyer within thirty (30) days after the Closing Date:
(a) the Closing Balance Sheet and the related unaudited statements of income, shareholders' equity and cash flows for the period then ended prepared in accordance with GAAP (the "Closing Financial Statements");; ----------------------------
(b) a certificate executed by each Shareholder certifying that the Closing Financial Statements (i) present fairly the financial condition of the Company as of the Closing Date and the results of operations and changes in financial position of the Company for the periods specified therein, (ii) have been prepared in conformity with GAAP during the period covered thereby and prior periods (except that the Closing Financial Statements do not contain footnotes and are subject to year end adjustments which would not, either individually or in the aggregate, be material), (iii) have been derived from the accounting records of the Company, (iv) represent only actual, bona fide transactions, and (v) are true and correct in all material respects.
(c) a certificate executed by each Shareholder certifying that (i) the Company has no liabilities as of the Closing Date other than those liabilities recorded in the Closing Financial Statements; (ii) the method use to recognize profit of the Company in each of the Financial Statements and Closing Financial Statements is consistent; (iii) no customer deposits, whether collected or billed and receivable have been recorded as income in the Financial Statements or the Closing Financial Statements; (iii) income recognized on work in progress as of the dates of each of the Financial Statements and the Closing Financial Statements is not overstated as to the percentage of completion or income earned; (iv) income on "fee based jobs" is recognized in a consistent manner in all periods of each of the Financial Statements and the Closing Financial Statements and fees received but not yet earned are not reflected as earnings and are appropriately reflected as liabilities for unearned income in each of the Financial Statements and the Closing Financial Statements; (v) the estimated costs to complete all jobs of the Company in process are not understated and reflect the Company's best estimate of the total costs to complete all incomplete work of the Company; and (vi) all deposits of the Company to vendors are appropriately accounted for as current assets.
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